HealthSpan raises Surgery Partners offer to $25 per share

By Grace Kim

HealthSpan Partners increased its cash offer for Surgery Partners to $25 a share in a revised merger agreement with a potential enterprise value of approximately $6 billion.

The amendment raises the merger consideration and adds compensation for eligible shareholders if closing runs past March 1, 2027. It came after an unsolicited, nonbinding proposal of $28 a share in cash for all outstanding Surgery Partners shares, first received on November 3, 2026 and updated on November 8.

Why did Surgery Partners choose $25 over the $28 competing bid?

Surgery Partners’ independent special committee evaluated more than the competing bidder’s stated price. It weighed transaction certainty and closing timing. It also considered the likelihood of regulatory approval, the consequences of a longer completion process and the contractual protections in each proposal.

After consulting legal and financial advisers, the committee unanimously determined that the $28 proposal did not constitute a superior proposal under the existing merger agreement. It recommended proceeding with the amended HealthSpan transaction.

The Board of Directors approved the revision and reaffirmed its recommendation that shareholders vote for the merger. HealthSpan Partners is affiliated with Bon Secours Mercy Health and is pursuing Surgery Partners, which operates outpatient surgical facilities across the United States.

The committee’s choice came down to execution risk: it valued expected closing certainty over the competing bid’s higher headline price.

What do shareholders receive if the close slips?

The revised agreement sets the following payment terms:

• Shareholders other than Bain Capital affiliates will receive $25 per share in cash if the transaction closes before March 1, 2027.
• If shareholders have approved the deal but it remains incomplete after March 1, 2027, eligible shareholders will receive additional monthly payments.
• Those payments accrue at a rate equivalent to 10% annually on the $25-per-share merger consideration.
• If the deal closes on the October 23, 2027 outside date and applicable conditions are met, the payments could total up to $1.61 per share.
• That would lift maximum consideration for eligible shareholders to $26.61 per share.

Bain Capital, which owns approximately 39% of Surgery Partners’ outstanding shares, has agreed to support the transaction. Its affiliates will exchange their Surgery Partners shares for ownership interests in the acquiring entity rather than receive cash consideration. The arrangement allows Bain Capital to remain a significant investor alongside HealthSpan Partners after closing.

Eric Evans, CEO of Surgery Partners, said:

“We are pleased to have reached this outcome, which reflects the rigorous focus of our Board of Directors and Special Committee throughout this process on delivering the best possible result for Surgery Partners and our stockholders.

This transaction provides exceptional value for our stockholders, along with regulatory certainty and a closing expected in the near term.

We continue to believe combining with HealthSpan Partners is the right next chapter for our company as, together with our physician and health system partners, we expand access to high-quality outpatient care across the communities we serve.”

Eligible shareholders gain protection against delay, while Bain Capital retains an ownership interest rather than cash.

How will the $6 billion transaction close?

Surgery Partners operates more than 200 locations across 30 states. Its facilities include ambulatory surgery centers, surgical hospitals, multispecialty physician practices and urgent care locations. The company focuses on providing surgical care through outpatient and other short-stay healthcare settings.

The combination with HealthSpan is intended to expand outpatient care services through relationships with physicians and healthcare systems.

HealthSpan plans to finance the acquisition with cash on hand and new debt financing, supported by existing commitments. The merger is expected to close during the first quarter of 2027. The closing remains subject to shareholder approval, regulatory clearances and other closing conditions.

The banks and advisers have defined roles across the transaction:

• Centerview Partners serves as lead financial adviser to Surgery Partners, while Leerink Partners also provides financial advice.
• Moelis & Company advises the independent special committee.
• Jefferies serves as exclusive financial adviser to HealthSpan and has provided committed financing support.

The revised agreement reflects Surgery Partners’ decision to prioritize increased cash consideration, contractual protections and expected closing certainty. Whether that trade-off delivers a first-quarter 2027 close now rests on shareholder approval, regulatory clearances and execution.